Prospectus of Bangladesh Steel Re-Rolling Mills Limited May Be Obtained from the Issuer Company, Issue Managers, Underwriters and the Stock Exchanges As Follows
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“If you have any query about this document, you may consult issuer, issue mangers and underwriters” PROSPECTUS OF BANGLADESH STEEL RE-ROLLING MILLS LIMITED Registered & Corporate Office: Ali Mansion, 1207/1099 Sadarghat Road, Chittagong, Bangladesh Phone:+880 (31) 2854901-10, Fax:+ 880 (31) 610101, Web: www.bsrm.com Public offering of 17,500,000 ordinary shares of Tk. 10/- at an issue price of Tk. 35/- each are including premium of Tk. 25/- per share totaling of Tk. 612,500,000/- Opening date for subscription: February 01, 2015 Closing date for subscription: February 05, 2015 For Non-Resident Bangladeshis subscription closes on: February 14, 2015 Manager to the Issue Rahman Chamber (3rd floor), 12-13 Motijheel C/A Dhaka- 1000, Tel: +880 (2) 9515468, 9515469 Fax: + 880 (2) 9515467, Web: www.allfin.org Underwriters GSP Finance Company (Bangladesh) Limited Trust Bank Investment Limited 1/C, Paribagh, Mymenshing Road, Peoples Insurance Bhaban(12th Floor), Ramna, Dhaka-1000 36 Dilkusha C/A, Dhaka-1000 BD Finance Capital Holdings Limited 64 Motijheel Comercial Area , 2nd Floor, Dhaka-1000 Credit Rating Status Long Term Short Term Entity Rating AA- ST-2 Date of Validity 20 May, 2015 20 November, 2014 Rating Assigned By Credit Rating Information and Services Ltd. (CRISL) Issue Date of the Prospectus: December 29, 2014 The Issue shall be placed in “N” Category “CONSENT OF THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2006. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER, ISSUE MANAGER, UNDERWRITER AND/OR AUDITOR” Page | 1 Availability of Prospectus Prospectus of Bangladesh Steel Re-Rolling Mills Limited may be obtained from the Issuer Company, Issue Managers, Underwriters and the Stock Exchanges as follows: Name & Address Contact Person Telephone Number The Issuer Bangladesh Steel Re-Rolling Mills Limited Mr. Shekhar Ranjan Kar, FCA Registered & Corporate Office: +880 (31) 2854901-10 Ali Mansion, 1207/1099 Group CFO & Company Secretary Sadarghat Road, Chittagong. Dhaka Office: Mr. Muhammad Ashiqur Rahman Mahbub Castle, 2nd & 4th Floor ACA +880 (2) 8311994, 35/A Purana Paltan Line, VIP Road, Lead (Compliance & Accounts - 8313119, 9358135 Dhaka-1000 Dhaka) Manager to the Issue Alliance Financial Services Limited Ms. Amita Podder rd +880 (2) 9515468-9 Rahman Chamber (3 floor) Manager 12-13 Motijheel C/A, Dhaka- 1000 Underwriters BD Finance Capital Holdings Limited Mohammad Ahsan Ullah +880 (2) 9588186-1 Baitul Hossain Building (2nd floor), 27 Dilkusha C/A, Managing Director & CEO Dhaka-1000 GSP Finance Company (Bangladesh) Limited Toaha Muhammad 1/C, Paribagh, Mymenshing Road, Ramna, Dhaka-1000 GM & Chief Operating Officer (MBU) +880 (2) 9674306 Trust Bank Investment Limited A.M.Ashfaque Bari Nahid Peoples Insurance Bhaban(12th Floor),36 Dilkusha C/A, Assistant Vice President +880 (2) 9570261 Dhaka-1000 Stock Exchanges Chittagong Stock Exchange Limited +880 (31) 714632-3 CSE Library CSE Building, 1080 Sheikh Mujib Road, +880 (31) 720871-3 Agrabad, Chittagong-4100 Dhaka Stock Exchange Limited DSE Library +880 (2) 9564601-7 9/F, Motijheel C/A, Dhaka-1000 Prospectus is also available on the websites www.secbd.org, www.bsrm.com, www.allfin.org, www.dsebd.org, www.csebd.com and Public Reference room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and studying. NAME & ADDRESS OF THE AUDITOR Rahman Rahman Huq Chartered Accountants 102 Agrabad Commercial Area Chittagong, Tel: +880 (31) 710704, 710996 Fax: +880 (31) 2520795 Page | 2 Definition and Elaboration of the Abbreviated words and Technical terms used in the Prospectus Term Description AGM Annual General Meeting Banker to the Issue Banks so named in the prospectus to collect money as subscription against security BO A/C Beneficiary Owners Accounts BSRM Bangladesh Steel Re-Rolling Mills Limited BSRM Group BSRM Group of Companies BSRMS BSRM Steels Limited BMRE Balancing, Modernization, Rehabilitation & Expansion BSRMSML BSRM Steels Mills Limited BPDB Bangladesh Power Development Board BSEC Bangladesh Securities and Exchange Commission CDBL Central Depository Bangladesh Limited CIB Credit Information Bureau of Bangladesh Bank CSE Chittagong Stock Exchange Limited CPCL Chittagong Power Company Limited DSE Dhaka Stock Exchange Limited EGM Extra-Ordinary General Meeting EPS Earnings Per Share EOI Expression Of Interest ERP Enterprise resource planning Initial Public Offering Means first offering of security by an issuer to the general public KVA Kilo Volt Amperes Manager to the Issue Alliance Financial Services Limited MEW Meghna Engineering Works Limited MT Metric Ton NAV Net Asset Value Non-Resident An expatriate Bangladeshi or who has dual citizenship or possesses a foreign passport Bangladeshi (NBR) bearing an endorsement from the concerned Bangladesh Embassy to the effect that no visa is required for him to travel Bangladesh Offering Price Price of the shares of Bangladesh Steel Re-Rolling Mills Limited Prospectus A document prepared for the purpose of communicating to the general public an issuer's plan to offer for sale of its security under the prescribed Regulations Public Issue Public issue of security through Initial Public Offering PGCB Power Grid Company of Bangladesh RJSC Registrar of Joint Stock Companies & Firms Securities Shares of BSRM SMW Steel Melting Works VAT Value Added Tax IDCP Interest During Construction Period Page | 3 TABLE OF CONTENTS Particulars Page No 6-13 SECTION I: STATUTORY CONDITION Disclosure in respect of issuance of securities in demat form 6 Conditions under section 2CC of the securities and Exchange ordinance, 1969 6 General Information 13 SECTION II: DECLARATIONS AND DUE DILIGENCE CERTIFICATES 14-16 Declaration of the Directors including the CEO of Bangladesh Steel Re-Rolling Mills Limited 14 Consent of the Director(s) to Serve as Director(s) 14 Declaration about Filing of Prospectus with the Registrar of Joint Stock Companies & Firms 15 Due Diligence Certificate of Manager to the Issue 15 Due Diligence Certificate of the Underwriter(s) 16 SECTION III: RISK FACTORS & MANAGEMENT’S PERCEPTION ABOUT THE RISKS 17-21 SECTION IV: CAPITAL STRUCTURE & PURPOSE OF PUBLIC OFFERING 22-24 Capital Structure of the Company 22 Use of IPO Proceeds and Stages of Utilization 23 SECTION V: DESCRIPTION OF BUSINESS 25-38 Background of the Project 25 Nature of Business 27 Principal Products and Services 27 Group Profile 28 Strength of BSRM 30 Market for the Products or Services of the Company 31 Relative Contribution to Income 31 Associate, Subsidiary/Related Holding Company 31 Distribution of Products or Services 31 Manufacturing Process 33 Competitive Conditions in the Business 35 Sources and Availability of Raw Materials and the Names of Principal Suppliers 35 Sources of and Requirement for Power, Gas and Water 36 Customers/Dealers who Purchase 10% or more of the Company‟s Products 37 Contract with Principal Suppliers and Customers 37 Material Patents, Trademarks, Licenses or Royalty Agreements 37 Employees Position 38 Production Capacity and Current Utilization 38 SECTION VI: DESCRIPTION OF PROPERTY 39-40 SECTION VII: FINANCIAL CONDITION AND PLAN OF OPERATION 41-48 Internal and External Sources of Fund 41 Material Commitment for Capital Expenditure & Sources Of Fund 41 Causes for any Material Change from Period to Period 41 Seasonal Aspect of the Company‟s Business 42 Known Trends, Events or Uncertainties 42 Changes In The Assets to Pay Off Liabilities 42 Loan taken from or given to the Holding/Parent Company or Subsidiary Company 42 Future Contractual Liabilities 42 Future Capital Expenditure 42 VAT, Income Tax, Customs Duty or Other Tax Liability 43 Operating lease during last five years 45 Finance lease commitment during last five years 45 Personnel Related Schemes 45 Breakdown of Issue Expenses 46 Revaluation of Assets 46 Transaction with Subsidiary/Holding Company or Associate Companies 47 Auditors‟ Certificate Regarding any Allotment of Shares to Promoters or Sponsor Shareholders 48 for any Consideration other than in Cash Material Information Having an Impact on the Affairs of the Company 48 SECTION VIII: DIRECTORS AND OFFICERS 49-57 Information Regarding Directorship 49 Involvement of Directors with Other Companies 49 Page | 4 Family Relationship Between Directors and Officers 50 Short Bio-Data of the Directors 50 Credit Information Bureau (CIB) Report 51 Description of Senior Executives and Department Heads 52 Involvement of directors and officers in certain legal proceedings 52 Certain relationships and related transactions 53 Executive compensation 53 Options granted to directors, officers and employees 53 Transaction with the directors and subscribers to the memorandum 54 Tangible assets per share 54 Ownership of Company‟s Securities 55 Shareholding Structure for 5% or More 57 Securities Owned by the Officers 57 SECTION IX: FEATURES OF INITIAL PUBLIC OFFERING (IPO) 58-62 Determination Of Offering Price 58 Market for the Securities Being Offered 59 Declaration about Listing of Shares with the Stock Exchange(s)